EXHIBIT 10.32
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS AND ASTERISKS, IS FILED WITH THE SECRETARY OF
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
MAY, 1996
SYNAPTIC PHARMACEUTICAL CORPORATION
and
CIBA-GEIGY Limited
SUPPLEMENT NO. 1
to the Research & License Agreement
between the parties made as of the 4th August, 1994
SUPPLEMENT NO. 1
THIS SUPPLEMENT NO. 1 is made as of the 31st day of May, 1996 between:
CIBA-GEIGY Limited, a Swiss corporation having its principal place of business
at Xxxxxxxxxxxxxx 000, XX-0000 Xxxxx, Xxxxxxxxxxx (hereinafter referred to as
"CIBA-GEIGY"), and SYNAPTIC PHARMACEUTICAL CORPORATION, a Delaware corporation
having its principal place of business at 000 Xxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx
00000-0000, XXX (hereinafter referred to as "SYNAPTIC").
WHEREAS:
(A) By a Research and Development Agreement (hereinafter referred to as
"the PP Receptor Agreement") made between the parties hereto as of the
Fourth day of August, 1994, CIBA-GEIGY and SYNAPTIC agreed that during a
period of 36 months they would collaborate in a research programme aimed at
discovering and developing compounds which, through the modulation of PP
Receptors (as defined in the PP Receptor Agreement), are useful in treating
obesity, eating disorders and/or one or more cardiovascular diseases, such
as congestive heart failure and hypertension (hereinafter referred to as
"the PP Receptor Programme").
(B) The parties wish to extend the period of collaboration under the PP
Receptor Agreement from 36 months to 48 months, and to enter into a
further collaborative research programme aimed at the discovery and
development of compounds which, through [***] are useful in treating
obesity and eating and metabolic disorders (hereinafter referred to as
"the [***] Programme").
(C) The parties have agreed to amend the PP Receptor Agreement and to enter
into an additional Research and Development Agreement for the [***]
Programme (hereinafter referred to as "the [***] Agreement") on terms
hereinafter appearing.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
hereinafter set out, the parties hereby agree as follows:
1. DEFINITIONS
When used in this Agreement capitalised words shall have the same
meanings as in the PP Receptor Agreement and in the [***] Agreement.
2. AMENDMENT OF THE PP RECEPTOR AGREEMENT
With effect from the fourth day of August, 1995, the PP Receptor
Agreement shall be amended as follows:
2.1 Sections 1.2, 1.17, 2.0, 2.1, 2.7, 3.0, 3.2, 4.0, 4.1, 4.2, 4.3(a),
4.3(b)(1) and 6.0(b)(i) are hereby amended by deleting therefrom the
reference therein to "the term of this Agreement" and by substituting
therefor the words "the Project Term".
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2.2 Section 1.14 is hereby amended by deleting therefrom the words "the
term of this Agreement or within a three (3) year period following the
termination or expiry thereof" and by substituting therefor the words
"the Project Term or the Post-Project Term".
2.3 Section 1.15 is hereby amended by adding immediately prior to the
period in the first sentence contained therein the following:
"and in the case of financial support provided with respect to
the twelve (12) month period beginning in August, 1995, to
support both the Project and the [***] Project."
2.4 There are hereby added immediately following Section 1.20 the following
new Sections:
"1.21 "[***] Agreement" means the Research and Development Agreement
dated as of the 31st May, 1996, and made effective as of the
Fourth day of August, 1995.
1.22 "[***] Project" means the collaborative research programme
relating to [***] that is the subject of the [***] Agreement.
1.23 "Project Term" means the period commencing as of the Effective
Date and ending on the Third day of August, 1998, or the date
of termination of this Agreement pursuant to Section 5.2, if
earlier.
1.24 "Post-Project Term" means the period of thirty-six (36) months
immediately following the Project Term."
2.5 There is hereby added immediately following Section 2.7 the following
new Section:
"2.8 Joint Project Team and Steering Committee Meetings. It is contemplated
that members of the Project Team and Steering Committee may also be members
of the Project Team and Steering Committee for the [***] Project. In view
of this potential overlap in membership, as well as the potential value
perceived by both parties in having the two Project Teams and Steering
Committees interact and share scientific data and observations regarding
their respective projects, it is also contemplated that the two Project
Teams and Steering Committees may hold joint meetings, prepare single sets
of minutes reflecting such meetings and prepare joint reports such as those
required by Section 4.0."
2.6 The following text shall be substituted for the existing text of
Section 3.1:
"Amount.Project Funds for the twelve month period beginning as
of the Effective Date shall be [***] and Project Funds for the
twelve month period beginning as of the Fourth day of August,
1995 shall be [***]
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[***]. For each period of twelve (12) months thereafter
Project Funds shall be an amount equal to [***], (as adjusted
for inflation pursuant to the Bureau of Labor Statistics
Consumer Price Index for Urban Consumers, New York, N.E. New
Jersey Metropolitan Region Price Index ("the CPI")) multiplied
by the number of SYNAPTIC FTEs which the Steering Committee
has decided should be employed on the Project during such
period. This figure shall be subject to adjustment for
inflation pursuant to the CPI on each subsequent anniversary
of the Effective Date."
2.7 The following sentence shall be substituted for the first two sentences
of Section 3.3:
"SYNAPTIC shall at substantially all times during the Project
Term assign such number of FTEs to work on the Project as
shall be agreed from time to time by the Steering Committee."
2.8 Sections 4.3(b)(2) and 6.0(a)(i) are hereby amended by deleting
therefrom the references therein to "the term of this Agreement and for
thirty-six (36) calendar months after the expiry thereof" and by
substituting therefor the words "the Project Term and the Post-Project
Term."
2.9 The third paragraph of Section 4.7 is hereby amended by deleting
therefrom the reference therein to "the Agreement" and the reference
therein to "the Agreement plus thirty-six (36) months and by
substituting therefor the words "the Post-Project Term".
2.10 The following text shall be substituted for the text of Section 5.0:
"Term. This Agreement shall remain in effect from the
Effective Date until the expiration of all royalty obligations
pursuant to Section 6, unless sooner terminated in accordance
with the provisions of Section 5.2 or 5,3."
2.11 Section 5.1 is hereby amended by deleting the reference therein to
"this Agreement" and substituting therefor the words "the Project
Term".
2.12 The following text shall be substituted for the text of Section 5.4:
"Effect of Termination or Expiry. Termination or expiry of
this Agreement shall not affect the rights and obligations of
the parties accrued under this Agreement prior to termination
or expiry, all of which shall survive such termination or
expiry. In addition the liabilities of the parties for any
breach of this Agreement shall survive any such termination or
expiry. Sections 1.0 through 1.24, 4.2 (the last sentence
only) 4.4 (the second paragraph only),4.5, 4.6, 4.7, 4.8, 5.4,
6.1 through 6.6, 7, 8.3 and 8.5 shall also, except to the
extent expressly limited by their terms or by other provisions
of this Agreement, also survive any such termination or
expiry. Any Project Funds paid by CIBA-GEIGY but not committed
by
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SYNAPTIC at termination shall be refunded to CIBA-GEIGY, and
CIBA- GEIGY shall have no further obligation to pay Project
Funds.
Notwithstanding anything to the contrary contained in this
Agreement, if this Agreement is terminated by either party
pursuant to Section 5.2, then, in addition to the provisions
referred to in the preceding paragraph, the provisions hereof
pursuant to which the non-terminating party grants any license
to the terminating party shall survive such termination (to
the extent provided therein)."
2.13 Save as amended hereby the PP Receptor Agreement shall continue in full
force and effect.
3. [***] AGREEMENT
Contemporaneously with the execution of this Supplement No. 1, the
parties will enter into the [***] Agreement.
4. FUNDING OF PP RECEPTOR AND [***] PROGRAMMES
Section 3.3 of the PP Receptor Agreement originally required SYNAPTIC
at substantially all times during the term of that Agreement to assign
[***] FTEs to work on the PP Receptor Programme. The parties
acknowledge that as from the Fourth August, 1995, due to progress made
in such Programme, the resources required to be devoted by SYNAPTIC to
the PP Receptor Programme have diminished and have therefore agreed
that it is desirable (i) to allocate fewer than [***] FTEs to the PP
Receptor Programme and (ii) to allocate those of the [***] FTEs no
longer required for that Programme to the [***] Programme. Accordingly,
the parties agree that, from and after the Fourth day of August, 1995,
SYNAPTIC shall assign [***] FTEs in aggregate to the two Programmes,
and CIBA shall fund the cost of [***] SYNAPTIC FTEs in the aggregate
for the two Programmes. While the level of training and research
experience of these FTEs may vary from time to time, SYNAPTIC will use
its reasonable best efforts to ensure that at least [***] of the
aggregate number of FTE's assigned to the two Programmes will have
educational degrees of Ph.D. or M.D., or research experience of greater
than ten (10) years in a relevant scientific field that qualifies them
as equivalent to a Ph.D. or M.D. level researcher.
5. ENTIRE AGREEMENT
This Supplement No. 1, together with the PP Receptor Agreement, the
Series 4 Stock Purchase Agreement referred to in the PP Receptor
Agreement and the [***] Agreement, represents the entire agreement and
understanding between the parties relating to the subject matter
hereof, and supersedes all written or oral agreements, consents or
understandings (if any) with respect thereto given or made between the
parties prior to the date hereof.
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AS WITNESS the signatures of the representatives of the parties hereto the day
and year first above written.
SYNAPTIC PHARMACEUTICAL CORPORATION
By: /s/Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
Title: President
CIBA-GEIGY Limited
By: /s/Xx. X.X. Xxxxxxx /s/R.E. Xxxxxx
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Names: Xx. X.X. Xxxxxxx R.E. Xxxxxx
Titles: R & D Alliances Division Counsel
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